This advisory discusses LTR 201222014, which ruled that persons contributing property to a new corporation in exchange for stock can form a control group with other persons contributing the stock of another corporation (target), and therefore enjoy Section 351 nonrecognition treatment. This might seem obvious to practitioners familiar with combined reorganization/351 contributions that were first treated favorably under Section 351 by LTR 9143025. The transaction often takes the form of a double dummy drop down, whereby a new holding company puts the contributed property in one subsidiary and holds the acquired target corporation as the other subsidiary.
September 4, 2012
Advisories
|
“How the Proposed Patent Fee Schedule Diminishes the Benefits of the AIA, and a Possible Solution,” The Federal Lawyer, September 2012.
September 2012
Publications
|
“NEW YORK: Arbitrating with states and state entities under ICC rules,” Global Arbitration Review, September 2012.
September 2012
Publications
|
"Current Issues With Respect to Safe Harbors for Swaps and Repo Agreements," Norton Annual Survey of Bankruptcy Law, 2012 Edition.
2012
Publications
|
|
|
“Recent Developments in Chapter 11,” Norton's Annual Survey of Bankruptcy Law, September 2012.
September 2012
Publications
|
August 28, 2012
Publications
|
This advisory discusses the New York Supreme Court’s recent holding that the Metropolitan Commuter Transportation Mobility Tax (“MTA payroll tax”) was passed unconstitutionally and thus is invalid. This decision potentially impacts all companies with operations in the New York City area and its development should be closely monitored.
August 28, 2012
Advisories
|
August 27, 2012
Publications
|
This advisory discusses the U.S. Securities and Exchange Commission’s (SEC) adoption of final rules related to “conflict minerals” that originate in the Democratic Republic of Congo (DRC) or the countries adjoining the DRC (collectively “Covered Countries”). Companies that file reports with the SEC, including domestic issuers, foreign private issuers and smaller reporting companies, are subject to the rules if conflict minerals are “necessary to the functionality or production” of a product manufactured by a reporting company. Companies that are subject to the conflict minerals rules must determine, following a “reasonable country of origin inquiry,” whether their conflict minerals did in fact originate in a Covered Country. If they did, the company is required to submit a certified report to the SEC that includes a description of the measures the company has taken to exercise due diligence regarding the source and chain of custody of such minerals. The term “conflict minerals” includes columbite-tantalite, cassiterite, gold, wolframite, their derivatives or any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Covered Countries. Many of these minerals are commonly used in products such as cellphones, light bulbs and jewelry. The SEC has previously estimated that approximately 6,000 companies will be affected by this rule.
August 24, 2012
Advisories
|
Patents implicate divergent economic interests. Most new drugs would never be marketed without patent protection. Yet patent assertions by non-practicing entities are blamed with costing the electronics industry and consumers over $29 billion a year.
August 23, 2012
Publications
|
The Consumer Financial Protection Bureau (CFPB) is a federal agency created in 2010 and is tasked with protecting consumers by carrying out federal consumer financial laws. This advisory discusses the CFPB’s Notice of Intent to make a determination whether the unclaimed property laws of Maine and Tennessee are preempted by the federal Credit Card Accountability Responsibility and Disclosure Act of 2009 (the “CARD Act”) and amendments to Regulation E (“Reg E”) previously issued by the Federal Reserve Board to implement the CARD Act. Those amendments, which became effective August 22, 2010, generally prohibit the issuance or sale of a gift card if the funds associated with the card expire in less than five years. At issue is the application of the amended Reg E to gift cards in situations where state unclaimed property laws would require issuers of gift cards that do not carry an expiration date (or that do not expire for more than five years) to report and remit unredeemed balances on such cards to the state as abandoned property in less than five years.
August 20, 2012
Advisories
|
July / August 2012
Publications
|
The CPSC recently filed an administrative complaints against two manufacturers and distributors of magnet desk sets/novelty items that are marketed and intend for adults. This is only the second time administrative complaints have been filed by the CPSC in over a decade. According to a recent article, “the suits are so rare that the agency will have to borrow an administrative law judge from another agency to oversee them.” And in case the administrative complaints were not enough, the CPSC staff issued a recommendation that the CPSC ban the products, similar to the 1998 ban of lawn darts.
August 2012
Advisories
|
This advisory discusses how, on August 14, 2012, the U.S. District Court for the Northern District of Georgia affirmed the applicability of the business judgment rule in connection with actions taken by bank directors and officers and dismissed ordinary negligence and breach of fiduciary duty claims brought by the Federal Deposit Insurance Corporation (FDIC) against various former directors and officers of a now-defunct Georgia bank. The court also required the FDIC to replead its gross negligence claims, directing it to allege specifically how each defendant acted with gross negligence.
August 15, 2012
Advisories
|
In February 2012, Treasury issued a joint statement with France, Germany, Italy, Spain and the United Kingdom regarding plans for an intergovernmental approach to implement the Foreign Account Tax Compliance Act (FATCA). FATCA, a part of the Hiring Incentives to Restore Employment Act of 2010, provides for a withholding tax to enforce reporting requirements for certain U.S.-owned foreign accounts. Under FATCA, a withholding agent must withhold a 30 percent tax on any “withholdable payment” to a foreign financial institution (FFI) or nonfinancial foreign entity that fails to disclose required information to U.S.tax authorities on certain U.S. account holders (including U.S.-controlled foreign entities). On July 26, 2012, a model intergovernmental agreement (IGA), in reciprocal and nonreciprocal versions, was finally released. The model IGA, discussed in this advisory, reflects a serious and shared commitment to combating international tax evasion.
August 15, 2012
Advisories
|
August 14, 2012
Publications
|
This advisory discusses how, on August 5, 2012, the Middle District Court of Florida joined courts in Georgia and California in dismissing claims of ordinary negligence filed by the Federal Deposit Insurance Corporation (FDIC) against former bank directors. In the first action during the current financial crisis brought by the FDIC against former directors in Florida, Judge Gregory Presnell applied Florida’s statutory framework and ruled that the negligence claims did not fall within any of the permissible categories of director liability under Florida law. FDIC v. Price, No. 2:12-cv-00148-UA-DNF, dkt # 41.
August 10, 2012
Advisories
|
August 6, 2012
Publications
|
"Not Spot On: Demanding More from the Synchronized Pre-deployment Operational Tracker (SPOT) System," Contract Management, August 2012.
August 2012
Publications
|